8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 4, 2008

SEQUIAM CORPORATION

(Exact name of registrant as specified in its charter)

California                                                                                                                                           333-45678                                                                                                                                    33-0875030
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

300 Sunport Lane, Orlando, Florida	32809
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (407) 541-0773

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01.  Entry into a Material Definitive Agreement

On February 4, 2008, Sequiam Corporation (“Sequiam”) and M1 Capital Group, Ltd (“M1”) entered into that certain Corporate Advisory Agreement (the “Agreement”).  Under the terms and conditions of the Agreement, M1 shall provide Sequiam with financial advisory services (the “Advisory Services”) in connection with a new equity financing.  As compensation for M1’s Advisory Services, Sequiam shall pay to M1: (a) equity in the amount of two and a half percent (2.5%) of Sequiam’s fully diluted and outstanding shares of common stock (the “Shares”) at a price equal to par value of the Shares upon the closing of the equity financing; and (b) two and a half percent (2.5%) warrant coverage at a price equal to par value of the Shares upon the closing of the equity financing.  If Sequiam does not consummate the equity financing, then M1 shall receive no equity or warrant compensation for providing its Advisory Services.

If, as a result of M1’s Advisory Services, TerraNova Capital Partners Inc. and its subsidiary, European American Equities, Inc. (collectively, “TerraNova”) successfully complete a capital raise (the “Capital Raise”) equal to or exceeding five million dollars ($5,000,000) by March 31, 2008 (the “Termination Date”), the term of the Agreement shall be for twelve (12) months.  If TerraNova does not complete the Capital Raise by the Termination Date, the Agreement shall expire on Termination Date, unless Sequiam chooses to extend the term of the Agreement. If the Capital Raise occurs before the Termination Date, and if the Agreement is effective for the full twelve (12) month term, the term of the Agreement may be extended for another period of twelve (12) months, by mutual written consent of the parties.

On February 4, 2008, Sequiam also entered into a placement agent agreement (the “Placement Agreement”) with TerraNova, to arrange the sale of its equity or equity-linked securities, including convertible debt or warrants. The term of the Placement Agreement is sixty (60) days and will be extended for an additional forty-five (45) day period if Sequiam does not earlier terminate the Placement Agreement.

In exchange for its for its placement agent services, Sequiam shall pay TerraNova: (a) cash equal to eight percent (8%) on any gross proceeds received by Sequiam in connection with each new financing; and (b) warrants for an aggregate consideration of one dollar ($1.00) to purchase such number of Shares equal to eight percent (8%) of the aggregate number of Shares issued and issuable by Sequiam in connection with the equity financing.  The foregoing fees and warrants shall be reduced to four percent (4%) of the aggregate number of Shares issued and issuable by Sequiam under and in connection with the financings if such proceeds received by Sequiam originate through the efforts of Crestview Capital Partners, vFinance, Inc. or Sequiam. The foregoing fees and warrants shall also be reduced to four percent (4%) for any bridge loan money that may be advanced to Sequiam under the Placement Agreement.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired.

Not Applicable

               (b)            Pro Forma Financial Information.

                    Not Applicable

               (c)              Shell Company Transactions.

Not Applicable

(d)              Exhibits.

                           Number     Description

 10.1  Corporate Advisory Agreement between Sequiam Corporation and M1 Capital Group, Ltd.

  10.2     Placement Agent Agreement between Sequiam Corporation and TerraNova Capital Partners Inc. and its  subsidiary, European American Equities, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEQUIAM CORPORATION
Date:  February 8, 2008
	By:  /s/ Mark L. Mroczkowski
	Mark L. Mroczkowski
	Executive Vice President and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

CORPORATE ADVISORY AGREEMENT

This Corporate Advisory Agreement (this “Agreement”) is entered into this 4th day of February 2008 by and between M1 Capital Group, Ltd (“M1” or the “Consultant”) and SEQUIAM (“SEQUIAM” or the “Company’).

I.           ENGAGEMENT.  SEQUIAM hereby engages and retains M1 as a Corporate Advisor to perform the Services (as that term is hereinafter defined) and M1 hereby accepts such appointment on the terms and subject to the conditions hereinafter set forth and agrees to use its best efforts in providing such Services.

II.           INDEPENDENT CONTRACTOR.  M1 shall be, and in all respects shall be deemed to be, an independent contractor in the performance of its duties hereunder, any law of any jurisdiction to the contrary notwithstanding.  M1 shall be solely responsible for making all payments to and on behalf of its employees and subcontractors, including those required by law, and SEQUIAM shall in no event be liable for any debts or other liabilities of M1.  M1 shall not, by reason of this Agreement or the performance of the Services, be or be deemed to be, an employee, agent, partner, co-venturer or controlling person of SEQUIAM, and M1 shall have no power to enter into any agreement on behalf of, or otherwise bind SEQUIAM.  Subject to the following sentence, M1 shall not have or be deemed to have, fiduciary obligations or duties to SEQUIAM and shall be free to pursue, conduct and carry on for its own account (or for the account of others) such activities, employments, ventures, businesses, and other pursuits as M1 in its sole, absolute and unfettered discretion, may elect.  Notwithstanding the above, no activity, employment, venture, business or other pursuit of M1 during the term of this Agreement shall conflict with M1’s obligations under this Agreement or be adverse to SEQUIAM’s interests during the term of this Agreement.

III.           SERVICES.

1.           Services.  M1 agrees to provide Corporate Advisory services to SEQUIAM, which shall include, but not be limited to, the following services (hereafter collectively referred to as the “Services”):

Advise and assist SEQUIAM in identifying one or more individuals, firms or entities (the “Candidate(s)”) who may have an interest in providing debt or investment capital in the form of bridge Financing, private placement Financing, public equity Financing, any other sale of Securities or in pursuing a Business Transaction with SEQUIAM.  As used in this Agreement, the term “Business Transaction” shall be deemed to mean any form of merger, acquisition, joint venture, licensing agreement, product sales and/or marketing agreement, distribution agreement, combination and/or consolidation, involving SEQUIAM and/or any of its affiliates and any other entity.  For the purposes of this Agreement, "Security" shall mean:  (i) any stock or other security or ownership interest of the Company (or entity succeeding or surviving the Company in the case of an M&A Transaction) of the class, series and with the same terms as is issued in connection with a Financing or M&A Transaction (as defined below), as the case may be, or (ii) if no such stock, security or ownership interest is issued in connection with a Financing or M&A Transaction, the existing common stock or unit of ownership interest of the Company (or entity succeeding or surviving the Company in the case of an M&A Transaction).

Advise SEQUIAM on obtaining introductions to merchant bankers, investment bankers, or potential institutional investors and other institutions or entities that may have an interest in participating in a Business Transaction with SEQUIAM.

Assist SEQUIAM in preparing presentations to potential institutional investors, merchant bankers, investment bankers, or other entities that may have an interest in participating in a Business Transaction with SEQUIAM.  Such assistance shall include assisting SEQUIAM in assembling all internal financial and operational information that a third party would expect to review in connection with its due diligence review of SEQUIAM, preparing an analysis of SEQUIAM’s industry; preparing an executive summary of SEQUIAM’s business plan and financial forecasts.  It is understood that SEQUIAM shall be the author of all such materials, but that M1 will assist management of SEQUIAM in preparing this information.

Assist SEQUIAM in the selection and retention of one or more investor relations firms which may be retained by SEQUIAM to provide information concerning SEQUIAM to a variety of third parties through various media.

Assist the Company in its corporate strategies and operations.

Assist the Company in the implementation of its business plan and capital market strategies.

M1 shall not perform any services that would require it to hold a securities broker-dealer license or to register in any capacity with the U.S. Securities and Exchange Commission, the California Department of Corporations, or any other regulatory agency or SRO.

2.           Best Efforts.   M1 shall devote such time and effort, as both parties deems commercially reasonable and adequate under the circumstances, to the affairs of SEQUIAM, to render the Services contemplated by this Agreement.  M1 is not responsible for the performance of any Services that may be rendered hereunder without SEQUIAM providing the necessary information in writing prior thereto, nor shall M1 provide any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of a certified public accountant.  M1 cannot guarantee results on behalf of SEQUIAM, but shall pursue all reasonable avenues available through its network of contacts.  At such time as an interest is expressed by a third party, M1 shall notify SEQUIAM and advise it as to the source of such interest and any terms and conditions of such interest.  The acceptance and consummation of any transaction is subject to acceptance of the terms and conditions by SEQUIAM in its sole discretion.  It is understood that a portion of the compensation paid hereunder is being paid by SEQUIAM to have M1 remain available to advise it on transactions on an as-needed basis.

3.           Availability of M1.  In conjunction with the Services, M1 agrees to:

Make itself available to the officers of SEQUIAM at a mutually agreed upon place during normal business hours for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling, for the purpose of advising SEQUIAM in the preparation of such reports, summaries, corporate and/or transaction profiles, due diligence packages and/or other material and documentation (“Documentation”) as shall be necessary, in the opinion of M1, to properly present SEQUIAM to other entities and individuals that could be of benefit to SEQUIAM.

Make it self available for telephone conferences with the principal operating officer(s) of SEQUIAM during normal business hours.

4.           Authority to Engage Other Service Providers.  M1 shall have the authority to engage other third parties to assist it in providing services to SEQUIAM, and to pay compensation to such third parties, including but not limited to portions of its compensation to be received under this Agreement.  SEQUIAM shall not be responsible for the fees or other charges of such third parties unless and to the extent that SEQUIAM otherwise agrees with M1 or such third party.

IV.           EXPENSES.

1.           General Expenses.  It is expressly agreed and understood that each party shall be responsible for its own normal and reasonable out-of-pocket expenses which shall include, but shall not be limited to, accounting, long distance communication, and the printing and mailing of materials between the parties hereto; provided, however, that this shall not include expenses incurred by M1 in connection with the reproduction, printing or special delivery of Business Plans, Corporate Profiles, or other similar documents required by third parties.

2.           Travel Expenses.  Any travel expenses incurred by M1 in the rendering of its Services hereunder shall be reimbursed by SEQUIAM on a monthly basis.  This shall only apply to travel that is requested by or approved in advance by SEQUIAM.

V.           COMPENSATION.  In consideration for the Services rendered pursuant to this Agreement, SEQUIAM agrees that M1 shall be entitled to the following compensation:

1.           Equity Compensation.  M1 (or its designee) shall receive minimum equity compensation in the amount of two and half percent (2.5%) of the COMPANY’s fully diluted and outstanding shares post next financing for providing its Services. M1 will receive the shares directly from the COMPANY at a price equal to par value upon the closing of the next equity financing.

3.  Warrant Compensation.  2.5% warrant coverage at a price equal to par value upon the closing of the next equity financing.  Should the Company not consummate a financing, then M1 (or its designee) shall receive no equity or warrant compensation.

VII.           REPRESENTATIONS, WARRANTIES AND COVENANTS.

1.           Disclosure of Information.  SEQUIAM covenants that it will provide M1 with complete, accurate and truthful information and with all material facts that will enable M1 to assist SEQUIAM in the preparation of due diligence materials and reports that accurately describe SEQUIAM, its financial condition and business operations, and do not contain any misleading information or omissions to state information that would make such materials or reports misleading.  M1 covenants that it will disclose information concerning SEQUIAM only as required to perform its services hereunder or as approved by SEQUIAM.

2.           Cooperation and Delivery of Corporate Information.  SEQUIAM will cooperate with M1, and will promptly provide M1 with all pertinent materials and requested information in order for M1 to perform its Services pursuant to this Agreement.

3.           Timely Information and Updates.  SEQUIAM shall use its commercially reasonable efforts to keep M1 up to date and apprised of all business, market and legal developments related to SEQUIAM and its operations and management, including the following:

copies of all amendments, revisions and changes to its business and marketing plans, banking agreements, debt facilities or equity financings, bylaws, articles of incorporation, private placement memorandums, key contracts, employment and consulting agreements and other operational agreements;

copies of all communications, forms, reports and registration statements filed with any state or federal securities administrator, including without limitation, the Securities and Exchange Commission (the “SEC”), and the National Association of Securities Dealers, Inc. (“NASD”);

monthly, quarterly and annual financial statements, including balance sheets, income statements, cash flows and all other documents provided or generated by SEQUIAM in the normal course of its business and requested by M1 or investors introduced by M1, from time to time.

4.           Corporate Authority.  Both SEQUIAM and M1 have full legal authority to enter into this Agreement and to perform their respective obligations as provided for in this Agreement.  The individuals whose signatures appear below are authorized to sign this Agreement on behalf of their respective corporations.

5.           M1 Ability.  M1 represents and warrants to SEQUIAM that (a) it has the experience and ability as may be necessary to perform all the required Services with a high standard of quality, (b) all Services will be performed in a professional manner, and (c) all individuals it provides to perform the Services will be appropriately qualified and subject to appropriate agreements concerning the protection of trade secrets and confidential information of SEQUIAM which such persons may have access to over the term of this Agreement.

6.           Non-solicitation.  Pursuant to this Agreement, it is contemplated that M1 shall supply to the Company and its officers and directors certain information concerning investors, debt providers, interested parties, and service providers.  Neither the Company, nor any of its majority owned or controlled entities, or any of their officers and directors, or any affiliates, associates, employees, consultants, or other related parties, shall, without the prior written consent of M1, contact any of such parties and other entities introduced directly or indirectly by M1 to SEQUIAM for the purpose of an investment or benefit to the Company or an investment in any other entity or enterprise controlled by or affiliated with the Company or its directors, officers or employees.   SEQUIAM, its controlled entities, officers, directors, affiliates, employees or other related parties shall not, either directly or indirectly, whether with or through any person, firm, partnership, corporation or other entity or venture now existing or hereafter created, solicit or employ, or attempt to solicit or employ, any person who is or has been within the preceding twelve (12) months an officer, director, partner, manager, agent, employee, subcontractor or consultant of M1.

IX.           TERM AND TERMINATION.

1.           From the date this Agreement is fully executed, the “Term” of this Agreement shall be twelve (12) months as long at M1 and TerraNova have successfully completed a $5 million dollar minimum capital raise for SEQUIAM by March 31, 2008. The term ends on 3/31/08 if the raise is not completed unless the Company chooses to extend the term. With a successful $5 million dollar raise,after the first 12 months, the term may be extended for a period of twelve months, by mutual written consent of the parties, the termination or expiration of this Agreement shall not in any way limit, modify, or otherwise affect the rights of M1 to: (i) receive its entire compensation pursuant to the terms of this Agreement in connection with a Financing (debt or equity) or M&A Transaction involving the Company during the Term of this Agreement or subsequent to the termination or expiration of this Agreement as provided below, (ii) receive retainers due and reimbursement of expenses incurred by M1 up to the date of termination or expiration of this Agreement pursuant to the terms of Section V hereof, and (iii) be protected by the indemnification rights, waivers and other provisions of this Agreement.  The Company hereby covenants and agrees that it shall not enter into any M&A Transaction unless the entity succeeding or surviving such M&A Transaction agrees in writing to be bound by all terms and conditions of this Agreement applicable to the Company, including, without limitation, the payment of all fees and expenses as provided herein.

2.           In the event of early termination for any reason other than a breach of this Agreement by M1, SEQUIAM shall pay any compensation earned under the terms of this Agreement which has not yet been paid by SEQUIAM to M1, including payment for all merger and acquisition activity as forth in Article VI, and reimburse M1 for all reasonable expenses incurred by M1 until the date of termination.

X.           CONFIDENTIAL DATA.

1.           M1 shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of SEQUIAM, obtained by M1 as a result of its engagement hereunder, except to the extent necessary for M1 to perform its services or as otherwise authorized in writing by SEQUIAM.  M1 represents and warrants that it has established appropriate internal procedures for protecting the trade secrets and confidential information of SEQUIAM, including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a competitor of SEQUIAM.

2.           SEQUIAM shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of M1, obtained as a result of its engagement hereunder, unless authorized, in writing by M1.

3.           M1 shall not be required in the performance of its duties to divulge to SEQUIAM, or any officer, director, agent or employee of SEQUIAM, any secret or confidential information, knowledge, or data concerning any other person, firm or entity, which M1 may have or be able to obtain other than as a result of the relationship established by this Agreement.  M1 shall notify SEQUIAM of any arrangement(s) that is or could be considered competitive.

4.           SEQUIAM agrees that all work product and materials generated by M1 are based on methodologies, processes and systems which are proprietary to M1 and constitute trade secrets of M1.  As a result, SEQUIAM shall not use and return all M1 work product and other M1 materials to M1 upon termination of this Agreement.

5.           The Company acknowledges that all advice (written or oral) given by M1 to the Company in connection with M1 's engagement hereunder is intended solely for the benefit and use of the Company and its Board of Directors in considering a Financing or M&A Transaction to which the advice relates, and the Company agrees that no person or entity, including without limitation, the Company after the termination of this Agreement, shall be entitled to make use of or rely upon the advice of M1, and no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor may the Company make any public references to M1, or use M1 's name in any annual reports or any other reports or releases of the Company without M1 's prior written consent and unless M1 remains engaged as a consultant by the Company.

XI.           OTHER MATERIAL TERMS AND CONDITIONS.

1.           Indemnity.

Indemnification by SEQUIAM.  SEQUIAM agrees to indemnify and hold harmless M1, its affiliates and their respective officers, directors, managers, partners, shareholders and agents, from any claims, lawsuits or litigation arising from disputes between SEQUIAM and any third parties other than those arising from the gross negligence or willful misconduct of M1.

Indemnification by M1.  M1 agrees to indemnify and hold harmless SEQUIAM from any claims, lawsuits or litigation arising from disputes between M1 and any third parties other than those arising from the gross negligence or willful misconduct of SEQUIAM.

2.           Arbitration.   The Parties hereto agree and acknowledge that this agreement is subject to the provisions of the Federal Arbitration Act.   Except to the extent described in the last sentence of this paragraph, any controversy or claim arising out of or relating to this engagement agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Any arbitration proceedings will be conducted in Los Angeles or Orange County, California.  The arbitrator shall have no authority to award punitive damages or any other damages not measured by the prevailing party’s actual damages, and may not make any ruling, finding or award that does not conform to the terms and conditions of this engagement agreement.  Notwithstanding the foregoing, nothing contained in this engagement agreement shall be construed to restrict in any way the right of any party hereto to seek injunctive or similar equitable relief in any court of competent jurisdiction with respect to any threatened breach of the provisions of this agreement or any of the respective parties’ obligations hereunder.

3.           Attorneys Fees. In the event any of the parties hereto are required to commence any action or proceeding in order to enforce the obligations of the other parties hereto, then the prevailing party shall be entitled to reasonable attorney fees and costs incurred in any such action.

4.           Provisions.  Neither termination nor completion of the assignment shall affect the provisions of this Agreement, which shall remain operative and in full force and effect.

5.           Additional Instruments.  Each of the parties shall from time to time, at the request of others, execute, acknowledge and deliver to the other party any and all further instruments that may be reasonably required to give full effect and force to the provisions of this Agreement.

6.           Entire Agreement.  Each of the parties hereby covenants that this Agreement, together with the exhibits attached hereto as earlier referenced, is intended to and does contain and embody herein all of the understandings and agreements, both written or oral, of the parties hereby with respect to the subject matter of this Agreement, and that there exists no oral agreement or understanding or expressed or implied liability, whereby the absolute, final and unconditional character and nature of this Agreement shall be in any way invalidated, empowered or affected.  There are no representations, warranties or covenants other than those set forth herein.

7.           Laws of the State of California.  This Agreement shall be deemed to be made in, governed by and interpreted under and construed in all respects in accordance with the laws of the State of California, irrespective of the country or place of domicile or residence of either party.

8.           Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that M1 may not assign any or all of M1’s rights or duties hereunder without the prior written consent SEQUIAM, which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, M1 may assign any portion of its Compensation as outlined herein to its employees, affiliates, sub-contractors or subsidiaries in its sole discretion.  SEQUIAM agrees that it shall require, as a condition of closing any Business Transaction in which SEQUIAM is not the surviving entity but the shareholders of SEQUIAM receive a majority of the voting interests of the surviving entity, that the surviving entity agree to assume the obligations of SEQUIAM under this Agreement.

9.           Originals.  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original and constitute one and the same agreement.  Facsimile copies with signatures shall be given the same legal effect as an original.

10.           Notices.  Each party shall at all times keep the other informed of its principal place of business if different from that stated herein, and shall promptly notify the other of any change, giving the address of the new place of business or residence.  Notices provided under this Agreement shall be provided in writing and delivered by hand, by facsimile transmission or by overnight courier.  Notices shall be deemed received upon personal receipt if personally delivered, upon completion of facsimile transmission with electronic evidence of receipt, or upon delivery with evidence of delivery.  Notices shall be delivered to the information set forth below the signatures of each party hereto, or to such other address, as a party shall have provided in writing to the other party.

11.           Modification and Waiver.  A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement.  The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any other nature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

M1 Capital Group, Ltd.                                                                           SEQUIAM

__________________________                                                     ____________________________

By: Michael Campbell                                                                           By:

Its: Managing Director                                                                          Its:

EX-10.2

EXHIBIT 10.2

TerraNova Capital Partners Inc.

European American Equities, Inc.

350 Madison Avenue, 8th Floor

New York, New York  10017

          February 4, 2008

CONFIDENTIAL

Sequiam Corporation

300 Sunport Lane

Orlando, Florida  32809

Attention:             Mr. Mark L. Mroczkowski

Executive Vice President and Chief Financial Officer

Dear Mr. Mroczkowski:

This letter agreement (this “Agreement”) confirms the engagement of TerraNova Capital Partners Inc. and its subsidiary, European American Equities, Inc. (collectively, “TerraNova”), by Sequiam Corporation (the “Company”) as placement agent to arrange the sale of equity or equity-linked securities, including convertible debt or warrants (the “Securities”), on behalf of the Company and its successors, subsidiaries and affiliates.  The sale of Securities (a “Financing” or “Financings”) may be completed under an effective shelf registration statement, if applicable, or may occur through a series of one or more private placements pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in compliance with applicable securities laws of states and other jurisdictions (“Blue Sky Laws”).

1.           Retention.  Subject to the terms and conditions of this Agreement, the Company hereby engages TerraNova to act on behalf of the Company and its successors, subsidiaries and affiliates as its exclusive placement agent during the Authorization Period (as defined below) to arrange the sale of Securities in an amount and on terms and conditions satisfactory to the Company, and TerraNova hereby accepts such engagement, subject to the terms and conditions hereof.

2.           Authorization Period.  The engagement of TerraNova shall become effective on the date hereof and shall expire 60 days after the date of the Company’s acceptance of this Agreement, which period shall be extended for an additional 45-day period if the Company has not notified TerraNova in writing of the termination of this Agreement, subject to Section 12 hereof, at least 10 days prior to the expiration of the initial 60-day term.  The period from the date hereof through the expiration of this Agreement is called the “Authorization Period.”  If the Company fails to reorganize as a public company and is taken private by its lender, then this agreement shall terminate.

3.           Compensation.   The Company shall pay TerraNova the compensation set forth below:

a.           Cash Fee.  The Company shall pay TerraNova a cash placement fee equal to 8% on any gross proceeds received by the Company in connection with each Financing.  The cash placement fee shall be paid by wire transfer on the closing date on which the Company receives such aggregate consideration.  TerraNova shall act as solicitation agent on behalf of the Company in connection with the exercise of any investor warrants issued in connection with the Financings and the Company shall pay TerraNova a cash fee of 8% of the aggregate consideration received by the Company in connection with the exercise of such warrants. The foregoing fees shall be reduced to 4% if such proceeds received by the Company originate through the efforts of Crestview Capital Partners, vFinance, Inc. or the Company. The foregoing fees shall also be reduced to 4% for any bridge loan money that may be advanced to the Company under this agreement.

b.           Placement Agent Warrants.  On each closing date of a Financing, the Company shall issue to TerraNova or its permitted assigns, for an aggregate consideration of $1.00, warrants (the “Warrants”) to purchase such number of shares of the common stock of the Company (or units of Equity Securities if the Financing involved the sale of units of Equity Securities) equal to 8% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with the Financings.  The number of shares of common stock (or units of Equity Securities) issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities.  The Warrants shall provide for cashless exercise (even if the purchasers of the Securities (the “Purchasers”) do not have such right).  The exercise price per share of the Warrants shall be equal to the effective price per share (or unit) paid by the Purchasers for the Securities (or in the event of a convertible security, the conversion price or exercise price per share of common stock on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire seven years after the date of issuance, unless otherwise extended by the Company.    The Warrants shall not be callable or redeemable. The Warrants shall also include one demand registration right exercisable following the first anniversary of the closing, and piggyback registration rights.  The Warrants shall be transferable within TerraNova, at TerraNova’s discretion. The foregoing Placement Agent Warrants shall be reduced to 4% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with the Financings if such proceeds received by the Company originate through the efforts of Crestview Capital Partners, vFinance, Inc. or the Company. The foregoing Placement Agent Warrants shall also be reduced to 4% for any bridge loan money that may be advanced to the Company under this agreement.

c.           Tail Period. The Company shall, and shall cause its affiliates to, pay to TerraNova all compensation described in this Section 3 with respect to all Securities sold to a Purchaser or Purchasers at any time during the 18-month period following the date of expiration or termination of this Agreement (the “Tail Period”) if (i) such Purchaser or Purchasers were identified to the Company directly or indirectly by TerraNova during the Authorization Period (as evidenced by the investor log maintained by TerraNova), (ii) TerraNova advised the Company with respect to such Purchaser or Purchasers during the Authorization Period or (iii) the Company or TerraNova had discussions with such Purchaser or Purchasers during the Authorization Period (as evidenced by the investor log maintained by TerraNova).  In addition, the Tail Period shall apply to all affiliates or assigns of said Purchaser or Purchasers. The foregoing Tail Period shall not apply if such proceeds received by the Company originate through the efforts of Crestview Capital Partners, vFinance, Inc. or the Company.

4.           Reimbursements. Regardless of whether a Financing or sales of Securities are consummated, the Company shall reimburse TerraNova on a monthly basis for all of its reasonable out-of-pocket expenses, including, but not limited to, travel, legal and communication expenses incurred in connection with, or arising out of, our activities under or contemplated by this Agreement, provided that any expense in excess of $1,000 (other than our reasonable legal fees and expenses) shall require the prior approval of the Company.  Such reimbursements shall be made promptly upon submission by TerraNova of its statements therefor.

5.           Representations, Warranties and Covenants of the Company.  The Company represents and warrants to, and covenants with, TerraNova as follows:

a.           Neither the Company nor any person acting on its behalf has taken, and the Company shall not and shall not permit its affiliates to take, directly or indirectly, any action so as to cause any of the transactions contemplated by this Agreement to fail to be entitled to exemption from registration or qualification under all applicable securities laws or which constitutes general advertising or general solicitation (as those terms are used in Regulation D under the Securities Act) with respect to the Securities.

b.           The Company shall take and shall cause its affiliates to take such actions as may be required to cause compliance with this Agreement.  If the Company shall cause its affiliates to perform any of its obligations hereunder, the Company shall not be relieved of its obligation to perform such obligations when due.

c.           The Company will furnish, or cause to be furnished, to TerraNova such information as TerraNova believes appropriate to its engagement hereunder (all such information, the “Information”), and the Company represents that all such Information will be accurate and complete in all material respects.  The Company will promptly notify TerraNova of any change that may be material in such Information.  It is understood that TerraNova will be entitled to rely on and use the Information and other information that is publicly available without independent verification, and will not be responsible in any respect for the accuracy, completeness or reasonableness of all such Information or to conduct any independent verification or any appraisal or physical inspection of properties or assets.

d.           During the Authorization Period, the Company will not negotiate with any other placement agent or underwriter with respect to a private or public offering of the Company’s Securities.

e.           The Company will diligently and expeditiously prepare, in conjunction  with its legal counsel and accountants, the offering documents required for any Financing. The offering documents shall substantially conform in format, style and design models thereof provided to the Company by TerraNova and shall have been completely reviewed as to substance by such counsel and accountants based on substantially completed due diligence conducted by them.

f.           The Company is not, and will not become, obligated to pay and has not obligated, and will not obligate, TerraNova to pay any finder’s or brokerage fee in connection with any Financing.

g.           The Company does not know of any facts adversely affecting its earnings or prospects which have not been fully disclosed to TerraNova in writing and will promptly advise TerraNova in writing of any material change in the business, operations, assets or prospects of the Company which occurs subsequent to the date of this Agreement.

h.           All provisions of each of the agreements specifically contemplated in this Agreement will be in accordance with all applicable rules and regulations of the NASD and all applicable laws.

6.           Representations, Warranties and Covenants of TerraNova.  TerraNova represents and warrants to, and covenants with, the Company as follows:

a.           None of TerraNova, its affiliates or any person acting on behalf of TerraNova or any of such affiliates has engaged or will engage in any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) with respect to the Securities.

b.           TerraNova will use its best efforts to conduct the offering and sale of Securities so that Securities are sold in a transaction or series of transactions exempt from registration under the Securities Act.

c.           TerraNova will send written materials related to a Financing only to persons that the TerraNova reasonably believes are “accredited investors” (as defined under Rule 501(a) of the Securities Act).

d.           TerraNova agrees that, except as otherwise required by law, regulation or court order or as contemplated by its engagement hereunder, the non-public Information furnished to TerraNova by the Company shall be held by TerraNova as confidential.

7.           Indemnification.  The Company agrees to the indemnification and other agreements set forth in the attached Indemnification Agreement, the provisions of which are incorporated herein by reference.

8.           Subsequent Offerings. If a Financing in which the Company receives aggregate gross proceeds of at least $7 million has been completed, then TerraNova shall have the right for the 12-month period commencing on the date of the closing of such Financing, to act as the managing placement agent in connection with the sale of equity or equity-linked securities through a private placement.

10.           Public Offerings.  If a Financing in which the Company receives aggregate gross proceeds of at least $7 million has been completed, then, in the event that at any time prior to the second anniversary of the closing date of such Financing, the Company shall consummate a public offering that is managed or co-managed by an investment banker introduced, directly or indirectly, to the Company by TerraNova, TerraNova will be paid a finder’s fee at the closing of such offering, equal to one percent (1%) of the gross proceeds to the Company of such offering.

11.           Advertisements.  The Company agrees that TerraNova has the right to place advertisements in financial and other newspapers, journals, and websites at its own expense describing its services to the Company hereunder.  The foregoing shall also include placement of a tombstone on the TerraNova corporate website.  Conversely, the Company agrees that it shall not use TerraNova’s name, nor the name of any of its employees, representatives or affiliates in any public manner without prior written consent from TerraNova.

12.           Survival of Certain Provisions.  The expense, indemnification, reimbursement, advertisements, and contribution obligations of the Company provided herein and in the attached Indemnification Agreement and TerraNova’s rights to compensation (which term includes all fees, amounts and Warrants due or which may become due) shall remain operative and in full force and effect regardless of (i) any withdrawal, termina­tion or consummation of or failure to initiate or consummate any transaction described herein or (ii) any termination or the completion or expiration of this Agreement.

13.           Notices.  Notice given pursuant to any of the provisions of this Agreement shall be given in writing and shall be sent by certified mail, return receipt request or recognized overnight courier or personally delivered (a) if to the Company, to the address set forth above, Attention: Chief Executive Officer; and (b) if to TerraNova, to its office at 350 Madison Avenue, 8th Floor, New York, New York 10017, Attention: John F. Steinmetz.

14.           Confidentiality. No financial advice rendered by TerraNova pursuant to this Agreement may be disclosed publicly in any manner without TerraNova’s prior written consent, except as may be required by law, regulation or court order but subject to the limitation below.  If the Company is required or reasonably expects to be so required to disclose any advice, the Company shall provide TerraNova with prompt notice thereof so that TerraNova may seek a protective order or other appropriate remedy and take reasonable efforts to assure that all of such advice disclosed will be covered by such order or other remedy.  Whether or not such a protective order or other remedy is obtained, the Company will and will cause its affiliates to disclose only that portion of such advice which the Company is so required to disclose.

15.           Miscellaneous.  This Agreement (including the attached Indemnification Agreement) sets forth the entire agreement between the parties, supersedes and merges all prior written or oral agreements with respect to the subject matter hereof, may only be amended in writing and shall be governed by the laws of the State of New York applicable to agreements made and to be performed entirely within such State.  The parties shall make reasonable efforts to resolve any dispute concerning this Agreement, its construction or its alleged breach by face-to-face negotiations. If such negotiations fail to resolve the dispute, the dispute shall be finally decided by arbitration in accordance with the rules then in effect of the American Arbitration Association. Any arbitration will be conducted in the New York City metropolitan area.  The Company (for the Company, for anyone claiming through or in the name of the Company and on behalf of the equity holders of the Company) and TerraNova each hereby irrevocably waives any right it may have to trial by jury in respect of any claim arising out of this Agreement or the transactions contem­plated hereby.

This Agreement may be assigned by either party with the prior written consent of the other party.

If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not effect such provision in any other respect or any other provision of this Agreement.

TerraNova is delighted to accept this engagement and looks forward to working with you on this assignment.  Please confirm that the foregoing correctly sets forth our agreement by signing and returning to TerraNova the enclosed duplicate copy of this Agreement.

Very truly yours,

TerraNova Capital Partners Inc.

By:

       Name:   John F. Steinmetz

       Title:     Chief Executive Officer

European American Equities, Inc.

By:

       Name:   John F. Steinmetz

       Title:     Chief Executive Officer

ACCEPTED AND AGREED TO

this 4th day of February, 2008.

Sequiam Corporation

By:

Name:  Mark L. Mroczkowski

Title:    Executive Vice President and Chief

                Financial Officer

TO:           TerraNova Capital Partners Inc.

European American Equities, Inc.

350 Madison Avenue

New York, NY 10017

In connection with your engagement pursuant to our letter agreement of even date herewith (the “Engagement”), we agree to indemnify and hold harmless TerraNova Capital Partners Inc. (“TerraNova” or “you”) and its affiliates, the respective directors, officers, partners, agents and employees of TerraNova and its affiliates, and each other person, if any, controlling TerraNova or any of its affiliates (collectively, “Indemnified Persons”), from and against, and we agree that no Indemnified Person shall have any liability to us or our owners, parents, affiliates, security holders or creditors for, any losses, claims, damages or liabilities (including actions or proceedings in respect thereof) (collectively “Losses”) (A) related to or arising out of (i) our actions or failures to act (including statements or omissions made, or information provided, by us or our agents) or (ii) actions or failures to act by an Indemnified Person with our consent or in reliance on our actions or failures to act, or (B) otherwise related to or arising out of the Engagement or your performance thereof, except that this clause (B) shall not apply to any Losses that are finally judicially determined to have resulted primarily from your bad faith or gross negligence or breach of the letter agreement.  If such indemnification is for any reason not available or insufficient to hold you harmless, we agree to contribute to the Losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by us and by you with respect to the Engagement or, if such allocation is judicially determined unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of us on the one hand and of you on the other hand; provided, however, that, in no event shall the amount to be contributed by you exceed the fees actually received by you under the Engagement.

We will reimburse each Indemnified Person for all expenses (including reasonable fees and disbursements of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing for or defending any action, claim, investigation, inquiry, arbitration or other proceeding (“Action”) referred to above (or enforcing this agreement or any related engagement agreement), whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party, and whether or not such Action is initiated or brought by you .  We further agree that we will not settle or compromise or consent to the entry of any judgment in any pending or threatened Action in respect of which indemnification may be sought hereunder (whether or not an Indemnified Person is a party therein) unless we have given you reasonable prior written notice thereof and used all reasonable efforts, after consultation with you, to obtain an unconditional release of each Indemnified Person from all liability arising therefrom.  In the event we are considering entering into one or a series of transactions involving a merger or other business combination or a dissolution or liquidation of all or a significant portion of our assets, we shall promptly notify you in writing.  If requested by TerraNova, we shall then establish alternative means of providing for our obligations set forth herein on terms and conditions reasonably satisfactory to TerraNova.

If multiple claims are brought against you in any Action with respect to at least one of which indemnification is permitted under applicable law and provided for under this agreement, we agree that any judgment, arbitration award or other monetary award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for.  In the event that you are called or subpoenaed to give testimony in a court of law, we agree to pay your expenses related thereto and $5,000 per person per day for every day or part thereof that we are required to be there or in preparation thereof.  Our obligations hereunder shall be in addition to any rights that any Indemnified Person may have at common law or otherwise.  Solely for the purpose of enforcing this agreement, we hereby consent to personal jurisdiction and to service and venue in any court in which any claim which is subject to this agreement is brought by or against any Indemnified Person.  We acknowledge that in connection with the Engagement you are acting as an independent contractor with duties owing solely to us.  YOU HEREBY AGREE, AND WE HEREBY AGREE ON OUR OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF OUR SECURITY HOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF THE ENGAGEMENT, YOUR PERFORMANCE THEREOF OR THIS AGREEMENT.

The provisions of this agreement shall apply to the Engagement (including related activities prior to the date hereof) and any modification thereof and shall remain in full force and effect regardless of the completion or termination of the Engagement.  This agreement and any other agreements relating to the Engagement shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of law principles thereof.

Very truly yours,

Sequiam Corporation

By:__________________________

      Name:  Mark L. Mroczkowski

      Title:    Executive Vice President and

           Chief Financial Officer

ACCEPTED AND AGREED TO

this 4th day of February, 2008

TerraNova Capital Partners Inc.

By:

       Name:   John F. Steinmetz

       Title:     Chief Executive Officer